Shares of Hillevax Inc (NASDAQ:HLVX) climbed 2.9% after the company revealed it had entered into a definitive merger agreement with XOMA Royalty Corporation (NASDAQ:XOMA), marking the latest in a series of acquisitions by XOMA in the biotech space.
According to the agreement, XOMA Royalty will acquire all outstanding shares of Hillevax for $1.95 in cash per share. In addition, shareholders will be granted a non-transferable contingent value right (CVR), offering the potential for future payouts post-closing.
The CVR entitles holders to a pro rata share of any remaining cash exceeding $102.95 million on Hillevax’s balance sheet, between 90% and 100% of cost savings from the company’s Boston office lease, and 90% of net proceeds from any future sale of Hillevax’s norovirus vaccine programs, provided such a transaction occurs within five years of regulatory approval.
Hillevax’s Board of Directors unanimously approved the deal following a strategic assessment aimed at enhancing shareholder value. The merger is on track to finalize in September 2025, pending typical closing conditions, including a majority tender of outstanding shares.
A group of Hillevax insiders, including executives, directors, and major investors representing about 22.9% of the stock, have already committed to tendering their shares and supporting the transaction.
XOMA Royalty and its acquisition entity will launch the formal tender offer by August 18, 2025. Leerink Partners is acting as exclusive financial advisor to Hillevax, while Latham & Watkins LLP is providing legal counsel for the deal.
XOMA Royalty Corporation stock price
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